[Last modified: July 27th, 2022]
The following terms and conditions together with any applicable subscription or order form signed by you (“Customer”, “you” “your”) and Social Wonder Inc. (“SW”), represent the entire agreement between you and SW and its affiliates (“we”, “our”, “us”) and shall be referred hereinafter as the “Agreement” or “T&C”. These T&C apply to your use of www.social-wonder.com, including any content, functionality and services offered on or via www.social-wonder.com and/or any subscription or order form signed between you and SW (the “Website” and “Services”, respectively).
Please read these T&C carefully before you engage SW or start using the Website and/or the Services. By using this Website you accept and agree to be bound and abide by these Terms and Conditions. We expressly reserve the right to change these T&C from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this Website and these T&C from time to time and to familiarize yourself with any modifications. Your continued use of this Website after such modifications will constitute acknowledgement of the modified T&C and agreement to abide and be bound by the modified Terms and Conditions.
Your use of the Website and/or the Services provided from time to time by us are subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications, data, posts and uploads through the Website (or through any other 3rd party communication platform (e.g. SMS, Email, WhatsApp, etc.), your profile in any social media or platform (e.g., Instagram, Facebook, Twitter, LinkedIn, TikTok, Pinterest, etc.) (each, a “SM Profile”) and/or through the term of the Service.
By posting information in or otherwise using any communications service, channels or platforms, or other interactive service that may be available to you on or through this Website, the Services or your SM Profile [BD1] you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information that:
We neither endorse nor assume any liability for the contents of any material uploaded or submitted by you or third parties. We have the right at our sole discretion to remove any content, including from your SM Profile, that, in our judgment, does not comply with these T&C and any other rules of user conduct for our Website, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.
You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our Services without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. You acknowledge that we may vary or change from time to time, pursuant to our sole discretion, the account manager and/or the composition of our personnel which were assigned by us to handle and/or manage your account and/or SM Profile.
You acknowledge and agree that we may send You from time to time promotions, newsletters or other commercial, promotional or marketing communications, and we will use the information you provide (such as your email address, phone number, SMS, WhatsApp or your profile in any social media or platform and etc.) to send you such communications. You may contact us at any time to request that we stop sending you such communications or opt-out of such communications by replying UNSUBSCRIBE to the said messages we send (or so instruct us by sending us a written message to firstname.lastname@example.org).
As between the parties, Customer owns and retains all right, title and interest including intellectual property rights in and to all data and information contained in the content and materials delivered by Customer to SW in the course of Service, which may include information related to Google Analytics, personal data of Customer’s users, followers or other end users (collectively the “Data”). Customer hereby grants SW the right to copy, display, upload, perform, store, modify, reformat and otherwise use the Data for the purpose of providing the Services to Customer. In addition, Customer grants SW a limited, royalty free right to use the Data (including metadata and Google Analytics) and all work products and deliverable rendered to Customer in the course of the Services, solely for internal use and improvement of SW’s services or for its marketing or promotional purposes. Customer represents and warrants to SW that (i) it has the right to use the Data and provide SW with the Data for all purposes set forth herein; and (ii) all Data has been and will be legally acquired in accordance with all applicable data protection laws and privacy standards. Customer shall be responsible for the legality, reliability, integrity, accuracy and quality of the Data. [Customer acknowledges and agrees that the Data may be stored on external cloud servers operated and managed by global third-party cloud service providers, which servers are located within the US.
You acknowledge and agree that the Website including all its components, the information, the site code, site design, graphics, media files, images, videos, articles, guides or any text, files offered for download and/or any other material displayed on the Website are all owned by SW and constitute the exclusive intellectual property thereof and may not be used without the prior written permission of SW. All content presented to you on the Website, and all designs, layouts, methods, images, illustrations, models, formats, marketing strategy and know-how provided or divulge to you in the course of the Services (collectively “SW Materials”), are all protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and are the sole property of SW.
For the avoidance of doubt, all SW Materials provided herein, which consists of a derivative work, shall not entitle you to any rights in the original media used for creating the SW Materials (including, but not limited to, the images, video and music themselves, which may be owned by a 3rd party, collectively, the “Original Media”). Such Original Media shall remain the sole property of its providers (the “Original Media Providers”). You are only permitted to use the SW Materials as expressly authorized by us. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute the SW Materials or any documents or information from the Website in any form or by any means without prior written permission from us or the specific content provider or Original Media Provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this Website. Notwithstanding the foregoing, you are entitled to copy, republish, upload, post or transmit the SW Materials on your company’s platform and/or any social media in which you maintain your SM Profile, for as long as you shall not make changes on the SW Materials. Such use shall be limited to your company’s accounts only, and you shall not use the SW Materials for any third parties, on any platform.
Any general terms and conditions of the use of Original Media created by 3rd party shall apply to you as well. A reference is hereby made to the relevant Original Media Provider’s general conditions: Canva, Shutterstock, Pixaby and Pexels’ policies. The list of Providers provided herein can be updated from time to time, and you hereby represent and warrant you shall be in compliance with any such provider’s policies. Such 3rd party’s terms may include an obligation to credit a creator (Credit), which we shall grant in accordance with any applicable terms. You hereby undertake not to amend or change the Credit whatsoever. In the event you remove and/or edit and/or amend the Credit, you shall be solely liable and responsible for a breach of the Original Media Providers’ terms and conditions and this Agreement.
(i) provide you with the SW Materials purchased pursuant to your subscription form or applicable order. However, in the event you shall fail to cooperate with us by: (a) not replying within 48 hours, and/or (b) frequently rejecting, amending or ignoring our SW Materials – in an unreasonable manner as shall be determined by us on our sole discretion, we may not be able to provide the SW Materials pursuant to your subscription form or applicable order.
Notwithstanding the foregoing, on holidays and breaks, such as, Labor Day, and Christmas (the “Short Weeks”), we shall make an effort to post the same amount of SW Materials pursuant to your subscription form or applicable order. However, we are entitled, on such Short Weeks, to provide a quota of 80% of the ordinary week SW Materials (rounded down) in accordance with the length of the Short Week. i.e., for example, if you have purchased a subscription form or applicable order pursuant to which you are entitled to seven (7) posts a week, upon a Short Week of four (4) we shall be entitled to provide you with five (5) posts;
(ii) provide our technical support (in such scope as shall be determined from time to time by us) for the purchased Services to you at no additional charge;
(iii) use commercially reasonable efforts to allow you to approve in advance any campaign or post that we upload to your SM Profile in the course of the Services, provided that if you fail to indicate through the Website that you either confirm or decline such campaign or post within 48 hours, such failure, subject to our sole discretion, shall be deemed as your approval of such campaign or post; or (b) the post will not be uploaded by us during such week; and
(iv) provide the purchased Services only in accordance with applicable laws (without superseding, assuming or derogating from any liability or responsibility assigned to you hereunder or other any other contract or applicable law).
For the avoidance of doubt, we do not have any obligation to save or backup any of the SW Materials created pursuant to the Services we have provided you on our servers. If you wish to have any of the SW Materials provided in the framework of the Services saved, you shall be solely responsible to do so.
You shall, including with respect to your followers and users: (i) be responsible for the accuracy, quality and legality of your Data and of the means by which you acquired your Data, and compliance with all applicable laws; (ii) be responsible for providing us with the right to access and use your SM Profile and/or Data and any of your systems, solely as necessary for us to provide the Services to you in accordance with this T&C; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, SM Profile and/or Data and notify us promptly of any such unauthorized access or use; (iv) use the Services only in accordance with these T&C and applicable laws and government regulations; and (v) be liable and responsible to comply with all terms, conditions and policies applicable to any platform and/or any social media in which you maintain your SM Profile (it is further clarified that if your SM Profile is blocked, suspended or shut down due to any such infringement – no refunds shall apply with respect to the remaining term of Services).
You shall pay all fees specified in your applicable order or subscription form on an annual basis or monthly basis, as the case may be, in advance. Unless specified otherwise in the applicable order or subscription form, following the lapse of the first annual term, the following annual fee for the subsequent annual term shall be charged automatically in advance (unless termination has occurred earlier). In the event you fail to pay any of the fees when such fees are due, we will be entitled to withhold the Services until such fees shall be paid without liability to you until such amounts are paid in full. Your applicable order or subscription form’s term (the “Term”) entitles you to a fee reduction, which increases as you make a commitment for a longer duration of time (a longer Term). Therefore, and in light of any such reduction, if you request to early terminate the engagement with us, you shall not be entitled for a refund. Nevertheless, you will still remain entitled to receive our Services until the end of the Term. However, upon an early termination, if you fail to reply to our approval process inquiry within non-consecutive 6 weeks, we shall be entitled to cease providing you the Services.
Term and Termination
Unless specified otherwise in the applicable order or subscription form, the Services are provided for a term of either one year or one month, as the case may be, and shall automatically renew at the end of each term for an additional term of one year or one month (as applicable), provided that any party shall be entitled to terminate the Service at any time and for any reason by delivering a written termination notice to the other party. If you wish to terminate the Services, please provide the termination notice via www.social-wonder.com/cancellation (the “Customer Termination Notice”). Unless provided otherwise herein, in case of early termination, the Service shall terminate at the end of the billing cycle closest to such termination notice. If such Customer Termination Notice was not delivered as provided herein or the delivery of the Termination Notice failed, the subscription to your account shall remain in full force and effect. If you need any guidance, support or if you failed sending the Customer Termination Notice, please contact us: email@example.com.
We reserve the right to terminate your subscription to the Services with immediate effect upon your lack of response to our inquiries or to any communication we may initiate with you. Furthermore, in the event you shall fail to reply any of our SW Materials approval requests within 60 days, your account shall be deemed as canceled and the Services shall terminate.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. Such taxes if applicable shall be added to our fees.
SW Materials shall constitute confidential information of SW and shall be used by Customer solely in accordance with these T&C. Customer shall not disclose the content of its respective commercial terms with SE, quotes and prices received thereby or offered thereto by SW to any third party.
Disclaimer of Warranty
The Services are provided “as is” and at your own risk without warranties of any kind, either express or implied, including without limitation with respect to merchantability, non-infringement, compatibility or fitness for a particular purpose and/or your requirements. In no event shall SW be responsible for any factors which are beyond its reasonable control, including, without limitations, failures by third parties, other websites or social media platforms. SW does not warrant that the results that shall be obtained from the Services will yield any benefit advantage to the Customer and/or will be accurate or reliable or with the impact anticipated by Customer. Furthermore, SW shall not be liable to: (i) any hacks or hostile take overs of your SM Profile that may occur (in this respect SW recommends you to add two-step-verification to your SM Profile in order to avoid such occurrences), (ii) any event whereby a platform or any social media (e.g., Instagram, Facebook and etc.) blocks or suspends your SM Profile, account or any post uploaded therein (including in the course of the Services or in connection therewith) regardless the duration thereof or whether it stems from any change of terms or policy of such platform (however, to the extent such block is related to our Services we will internally investigate such event).
Limitation of Liability
Neither party shall be liable to the other party for any indirect, special, incidental, punitive, or consequential damages, loss of use, loss of or damage to data, diminution in value or lost profits, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, arising from and/or related to this Agreement, even if such party is advised or should have known of the possibility of such damages. We are not liable for damages, direct or consequential, resulting from your use of our Services, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limits to attorney’s fees) arising from your violation of any third-party’s rights, applicable laws, or any claim in connection with your SM Profile. You acknowledge that you have only a limited, non-exclusive, nontransferable and non-assignable right to use the Service. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any third party’s property or information.
To the extent you shall provide us with your own content and materials created on your behalf, you shall remain fully liable that such content and materials does not infringe any third-party tights. We do not, and shall not, monitor all content and materials provided to us by you and we therefore do no make any representations or guarantees for the rights granted hereunder to you.
We may assign these T&C or any part of it without restrictions. You may not assign these T&C or any part of it to any third party.
This Agreement is governed and construed under the laws of the State of Delaware. Each of the parties hereto consents that any dispute between the parties relating to this Agreement will be exclusively submitted to the competent courts situated in the State of Delaware.
We take pride in assisting customers of our products and services. For customer service, please contact us at: firstname.lastname@example.org